Common use of Purchase of Investment Clause in Contracts

Purchase of Investment. The employee hereby expressly agrees with the Company as follows: The employee may be required by the Company, at the Company's discretion, to give a representation in writing upon exercising the Options, that he or she is acquiring the Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The employee shall not dispose of any Options or Shares in transactions which, in the opinion of counsel to the Company, violate the U.S. Securities Act of 1933, as amended (the "1933 Act"), or the rules and regulations thereunder, or any applicable state securities or "blue sky" laws, including the securities laws of the State of Israel. If any Options shall be registered under the 1933 Act, no public offering (otherwise than on a national securities exchange, as defined in the Securities Exchange Act of 1934, as amended) of any Options or Shares shall be made by the employee (or any other person) under such circumstances that he or she (or such other person) may be deemed an underwriter, as defined in the 1933 Act. The employee agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the Options or Shares such legends referring to the foregoing restrictions, and any other applicable restrictions, as it may deem appropriate.

Appears in 3 contracts

Samples: Incentive Stock Option Agreement (Viryanet LTD), Incentive Stock Option Agreement (Viryanet LTD), Incentive Stock Option Agreement (Viryanet LTD)

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Purchase of Investment. The employee hereby expressly agrees with the Company as follows: The employee may be required by the Company, at the Company's discretion, to give a representation in writing upon exercising the Options, that he or she is acquiring the Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The employee shall not dispose of any Options or Shares in transactions which, in the opinion of counsel to the Company, violate the U.S. Securities Act of 1933, as amended (the "1933 Act."), or the rules and regulations thereunder, or any applicable state securities or "blue sky" laws, including the securities laws of the State of Israel. If any Options shall be registered under the 1933 Act, no public offering (otherwise than on a national securities exchange, as defined in the Securities Exchange Act of 1934, as amended) of any Options or Shares shall be made by the employee (or any other person) under such circumstances that he or she (or such other person) may be deemed an underwriter, as defined in the 1933 Act. The employee agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the Options or Shares such legends referring to the foregoing restrictions, and any other applicable restrictions, as it may deem appropriate.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Viryanet LTD)

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